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Covenant coverage — resolved-definition demonstration

What the covenant engine resolved from a borrower’s own public credit agreement on EDGAR: the operative amendment chain, the Consolidated EBITDA definition resolved through it, and the share of that definition a lender cannot independently recompute. A signal for review, not a credit rating. Named here in a controlled one-to-one review.

Paya Holdings, Inc.

named (controlled review) · class: live-public
Amended & Restated baseline + 2 amendments · chain completecoverage: 2018-12-20 to 2020-10-07
86%of the 21 defined terms whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent) are borrower-certified or defer to GAAP: asserted by the borrower, or with no separately-reported figure to check against, and cannot be independently recomputed. The definition's own text is one of those counted terms

Why this is the headline number

18 of the 21terms in this count cannot be independently recomputed from public data — by the lender or anyone else. They are borrower-certified or defer to GAAP: asserted, or with no separately-reported figure to check against. Only 3 map to a separately-reported line and can be recomputed.

The denominator is not the definition's whole closure. This definition reaches 193 defined terms; counting its own text, 194 in all. The 21 counted here are the ones whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent), and the definition's own text is one of them. A term it reaches that defers to none of those is not counted, because there is no outside determination to check.

A term that defers to GAAP as a category has no single separately-reported line to recompute it from -- that GAAP-deferral is precisely why it cannot be independently checked, not a reassurance that the figure is right.

This share is a coverage measure, deliberately not a credit grade (uncalibrated).

A small, steady recomputable base is the finding, not a stub: only a handful of EBITDA components map to a public reported line, so the rest rest on the borrower’s own certification -- a low, stable recomputable share is the signal, not a shortfall.

How the spanning tree relates to this count

The NRS denominator is the register census of 21 defined terms. Terminals reachable only through another terminal are counted in the NRS but not expanded in this spanning tree (16 classified terminals shown), so counting terminals here does not reconstruct the denominator.

recomputable: 3borrower-certified: 8defers-to-GAAP: 10total (census): 21

Measured, not modeled -- across three real facilities (Paya + two Redwire), the recomputable base is small and stable because these definitions are built the same way within the observed template family, not because the share was assumed.

Resolved definition tree

spanning view: 177 nodes shown across 3 documents
  • Consolidated EBITDAcap: 25% of Consolidated EBITDA (determined prior giving effect)
    • Acquired EBITDA
      • Borrower
      • Restricted Subsidiary
    • Compliance Certificate
    • run rate
    • Consolidated Net Incomedisclosedrecomputable
    • Consolidated Total Interest Expensedisclosedrecomputable
    • Disposed EBITDA
    • Disqualified Equity Interest
      • Affiliate
      • Latest Maturity Date
      • Termination Date
    • Financial Officer
    • Financial Performance Covenant
    • GAAPdiscloseddefers to GAAP
    • Holdings Parent Specified Expenses
    • Interest Coverage Ratio
    • Net Proceeds
    • Non-Cash Chargesdiscloseddefers to GAAP
    • Pro Forma Adjustmentdisclosedborrower-certified
    • Pro Forma Disposal Adjustmentdisclosedborrower-certified
    • Senior Secured Net Leverage Ratio
      • Consolidated Senior Secured Net Indebtednessdiscloseddefers to GAAP
    • Specified Transaction
      • Merchant Portfolio
      • Merchant Portfolio Acquisitions
      • Portfolio Swaps
      • Residual Buyouts
    • Sponsor Management Agreement
      • Required Lenders
    • Sponsor Model
    • Stewardship
    • Tiger Acquisition
    • Total Net Leverage Ratio
      • Consolidated Total Net Indebtednessdiscloseddefers to GAAP

Add-back caps

Add-backCap formulaCap valueClaimedHeadroom
run-rate cost savings25% of resolved Consolidated EBITDA basenot publiccap 25% of resolved Consolidated EBITDA base; claimed not disclosed in public filings — not verifiable on public data—

Amendment impact

AmendmentDateImpact
amendment2020-07-24changed-terminal list and NRS before/after: pending (not in the serialized model)
amendment2020-10-07changed-terminal list and NRS before/after: pending (not in the serialized model)

Resolution defects

No resolution defects surfaced for this agreement (chain complete, computation resolved).

Reproducibility receipt (capture-provenance)

These hashes were computed when this snapshot was captured from EDGAR, so a reviewer can re-fetch the same exhibits and re-run the serializer to match them. They are NOT engine-emitted receipt fields stamped at render time -- an engine-side covenant receipt is a separate, later step.

output 815824dca00a4a2d5a5514c28229d2e6393d112185d66551a25a50af055b84c1

Recomputes here from the model on this page. A match confirms this report is unaltered since it was generated.

input 6d913eb18f9ae0e3b69327b53573f8173b754fcbab28182fabea9d94fbe61f85not verifiable on this page

The digest of the source filing as captured. Confirming it means re-fetching the same exhibits from EDGAR and re-running the serializer — that check is not shipped.

engine:
covenant engine
input bytes:
903935
source:
https://www.sec.gov/Archives/edgar/data/1819881/000181988121000021/exhibit104-amendment3.htm (+2 more)

Verification, not a credit opinion. Covenant states are the engine’s, uncalibrated. A signal for review, not a rating, an accusation, or reliance advice.

How the claimed column reads

  • present    claimed $30M vs cap $25M — within / exceeds
  • not_public cap $25M; claimed not disclosed in public filings — not verifiable on public data
  • absent     cap $25M; no add-back claimed under this line

“Not public” (we cannot see the claim) and “absent” (there is no claim) are distinct on purpose -- never the same cell, never a dash, never a zero.

How findings read (tone by attribution)

document defect

the agreement’s amendment chain is incomplete: a recited instrument was not retrieved

a finding about the agreement

engine boundary

the resolver did not locate this definition on public data

a limit of our reach, not an accusation against the borrower

Redwire Corporation

named (controlled review) · class: live-public
Amended & Restated baseline + 4 amendments · chain completecoverage: 2023-06-23 to 2025-06-04
87%of the 23 defined terms whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent) are borrower-certified or defer to GAAP: asserted by the borrower, or with no separately-reported figure to check against, and cannot be independently recomputed. The definition's own text is one of those counted terms

Why this is the headline number

20 of the 23terms in this count cannot be independently recomputed from public data — by the lender or anyone else. They are borrower-certified or defer to GAAP: asserted, or with no separately-reported figure to check against. Only 3 map to a separately-reported line and can be recomputed.

The denominator is not the definition's whole closure. This definition reaches 217 defined terms; counting its own text, 218 in all. The 23 counted here are the ones whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent), and the definition's own text is one of them. A term it reaches that defers to none of those is not counted, because there is no outside determination to check.

A term that defers to GAAP as a category has no single separately-reported line to recompute it from -- that GAAP-deferral is precisely why it cannot be independently checked, not a reassurance that the figure is right.

This share is a coverage measure, deliberately not a credit grade (uncalibrated).

A small, steady recomputable base is the finding, not a stub: only a handful of EBITDA components map to a public reported line, so the rest rest on the borrower’s own certification -- a low, stable recomputable share is the signal, not a shortfall.

How the spanning tree relates to this count

The NRS denominator is the register census of 23 defined terms. Terminals reachable only through another terminal are counted in the NRS but not expanded in this spanning tree (15 classified terminals shown), so counting terminals here does not reconstruct the denominator.

recomputable: 3borrower-certified: 7defers-to-GAAP: 13total (census): 23

Measured, not modeled -- across three real facilities (Paya + two Redwire), the recomputable base is small and stable because these definitions are built the same way within the observed template family, not because the share was assumed.

Resolved definition tree

spanning view: 195 nodes shown across 5 documents
  • Consolidated EBITDAcap: 30% of Consolidated EBITDA (determined after giving effect)
    • Administrative Agent
      • Loan
    • Capitalized Leasesdiscloseddefers to GAAP
    • Capitalized Software Expendituresdiscloseddefers to GAAP
    • Compliance Certificate
    • Consolidated Net Incomedisclosedrecomputable
    • GAAPdiscloseddefers to GAAP
    • Management Agreement
    • Specified Transaction
      • Pro Forma Effect
    • Sponsor Model
      • Lead Arranger

Add-back caps

Add-backCap formulaCap valueClaimedHeadroom
run-rate cost savings30% of resolved Consolidated EBITDA basenot publiccap 30% of resolved Consolidated EBITDA base; claimed not disclosed in public filings — not verifiable on public data—

Amendment impact

AmendmentDateImpact
amendment2023-12-22changed-terminal list and NRS before/after: pending (not in the serialized model)
amendment2024-06-18changed-terminal list and NRS before/after: pending (not in the serialized model)
amendment2024-08-28changed-terminal list and NRS before/after: pending (not in the serialized model)
amendment2025-06-04changed-terminal list and NRS before/after: pending (not in the serialized model)

Resolution defects

No resolution defects surfaced for this agreement (chain complete, computation resolved).

Reproducibility receipt (capture-provenance)

These hashes were computed when this snapshot was captured from EDGAR, so a reviewer can re-fetch the same exhibits and re-run the serializer to match them. They are NOT engine-emitted receipt fields stamped at render time -- an engine-side covenant receipt is a separate, later step.

output 9ec6f51c9d8553a27b76a001dba5be0de8d9febd9d964046cb1a9e2f355d00b7

Recomputes here from the model on this page. A match confirms this report is unaltered since it was generated.

input eada02970418b4d05c1f56818274b07472411cbec4f5a52ddcfa16aeceed3daanot verifiable on this page

The digest of the source filing as captured. Confirming it means re-fetching the same exhibits from EDGAR and re-running the serializer — that check is not shipped.

engine:
covenant engine
input bytes:
1052918
source:
https://www.sec.gov/Archives/edgar/data/1819810/000181981023000079/exhibit101-sixthamendmen.htm (+4 more)

Verification, not a credit opinion. Covenant states are the engine’s, uncalibrated. A signal for review, not a rating, an accusation, or reliance advice.

Redwire Corporation

named (controlled review) · class: live-public
Amended & Restated baseline + 1 amendment · chain completecoverage: 2026-02-20 to 2026-07-01
87%of the 23 defined terms whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent) are borrower-certified or defer to GAAP: asserted by the borrower, or with no separately-reported figure to check against, and cannot be independently recomputed. The definition's own text is one of those counted terms

Why this is the headline number

20 of the 23terms in this count cannot be independently recomputed from public data — by the lender or anyone else. They are borrower-certified or defer to GAAP: asserted, or with no separately-reported figure to check against. Only 3 map to a separately-reported line and can be recomputed.

The denominator is not the definition's whole closure. This definition reaches 208 defined terms; counting its own text, 209 in all. The 23 counted here are the ones whose own text defers to an outside determination (an accounting standard, the Borrower, or the Administrative Agent), and the definition's own text is one of them. A term it reaches that defers to none of those is not counted, because there is no outside determination to check.

A term that defers to GAAP as a category has no single separately-reported line to recompute it from -- that GAAP-deferral is precisely why it cannot be independently checked, not a reassurance that the figure is right.

This share is a coverage measure, deliberately not a credit grade (uncalibrated).

A small, steady recomputable base is the finding, not a stub: only a handful of EBITDA components map to a public reported line, so the rest rest on the borrower’s own certification -- a low, stable recomputable share is the signal, not a shortfall.

How the spanning tree relates to this count

The NRS denominator is the register census of 23 defined terms. Terminals reachable only through another terminal are counted in the NRS but not expanded in this spanning tree (16 classified terminals shown), so counting terminals here does not reconstruct the denominator.

recomputable: 3borrower-certified: 7defers-to-GAAP: 13total (census): 23

Measured, not modeled -- across three real facilities (Paya + two Redwire), the recomputable base is small and stable because these definitions are built the same way within the observed template family, not because the share was assumed.

Resolved definition tree

spanning view: 191 nodes shown across 2 documents
  • Consolidated EBITDAcap: 25% of Consolidated EBITDA (determined before giving effect)
    • Agreement
    • Borrower
      • Collateral
      • Qualified Jurisdiction
    • Capitalized Leasesdiscloseddefers to GAAP
    • Capitalized Software Expendituresdiscloseddefers to GAAP
    • Compliance Certificate
    • Consolidated Net Incomedisclosedrecomputable
    • GAAPdiscloseddefers to GAAP
    • Qualified IPO
    • Specified Transaction
      • Pro Forma Effect

Add-back caps

Add-backCap formulaCap valueClaimedHeadroom
run-rate cost savings25% of resolved Consolidated EBITDA basenot publiccap 25% of resolved Consolidated EBITDA base; claimed not disclosed in public filings — not verifiable on public data—

Amendment impact

AmendmentDateImpact
amendment2026-07-01changed-terminal list and NRS before/after: pending (not in the serialized model)

Resolution defects

No resolution defects surfaced for this agreement (chain complete, computation resolved).

Reproducibility receipt (capture-provenance)

These hashes were computed when this snapshot was captured from EDGAR, so a reviewer can re-fetch the same exhibits and re-run the serializer to match them. They are NOT engine-emitted receipt fields stamped at render time -- an engine-side covenant receipt is a separate, later step.

output 4ada6d424d2bfe1d5cadc3388fc4d3995b67a9ff42e5b940c785357bedc82a50

Recomputes here from the model on this page. A match confirms this report is unaltered since it was generated.

input 68d8a667b55fb78734f005b38a7749743c29761c58ee3fee726824432d3b77dcnot verifiable on this page

The digest of the source filing as captured. Confirming it means re-fetching the same exhibits from EDGAR and re-running the serializer — that check is not shipped.

engine:
covenant engine
input bytes:
1712783
source:
https://www.sec.gov/Archives/edgar/data/1819810/000181981026000017/exhibit101amendedandrestat.htm (+1 more)

Verification, not a credit opinion. Covenant states are the engine’s, uncalibrated. A signal for review, not a rating, an accusation, or reliance advice.